APT Satellite : Proposed Re-election of Retiring Directors and Proposed Granting of General Mandates to Repurchase Shares and to Issue Shares and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in APT Satellite Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

*

(Incorporated in Bermuda with limited liability)

(Stock code: 1045)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED APPOINTMENT OF NEW AUDITOR

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of APT Satellite Holdings Limited to be held at its principal place of business, 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Monday, 24 May 2021 at 11:00 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.apstar.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 11:00 a.m. on Saturday, 22 May 2021 or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

References to time and dates in this circular are to Hong Kong time and dates.

*  For identification purpose only

19 April 2021

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . .	4
3.	Proposed Appointment of New Auditor . . . . . . . . . . . . . . . . .	5
4.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . .	5
5.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . .	6
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Details of the Retiring Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . . .	8
Appendix II -	Explanatory Statement on the Share Buy-back Mandate . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	14

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held at its principal
	place of business, 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po,
	New Territories, Hong Kong on Monday, 24 May 2021 at 11:00 a.m., to
	consider and, if appropriate, to approve the resolutions contained in the
	notice of the meeting which is set out on pages 14 to 17 of this circular,
	or any adjournment thereof
"Board"	the board of Directors
"Audit and Risk Management	audit and risk management committee of the Company
Committee"
"Bye-laws"	the bye-laws of the Company currently in force
"Company"	APT Satellite Holdings Limited, a company incorporated in Bermuda
	with limited liability, the Shares of which are listed on the Main
	Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Issuance Mandate"	a general mandate proposed to be granted to the Directors to allot,
	issue or deal with additional Shares of not exceeding 20% of the total
	number of issued Shares of the Company as at the date of passing of
	the proposed ordinary resolution contained in item 6 of the notice of
	the Annual General Meeting as set out on pages 14 to 17 of this
	circular
"Latest Practicable Date"	13 April 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information in this circular

1

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong as amended from time to time
"Share(s)"	ordinary share(s) of HK$0.10 each in the issued capital of the
	Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share capital
	of the Company, shares forming part of the ordinary equity share
	capital of the Company
"Share Buy-back Mandate"	a general mandate proposed to be granted to the Directors to
	repurchase Shares on the Stock Exchange of not exceeding 10% of
	the total number of issued Shares of the Company as at the date of
	passing of the proposed ordinary resolution contained in item 5 of
	the notice of the Annual General Meeting as set out on pages 14 to
	17 of this circular
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers approved by the Securities and
	Futures Commission as amended from time to time
"%"	per cent

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LETTER FROM THE BOARD

*

(Incorporated in Bermuda with limited liability)
(Stock code: 1045)
Executive Directors:	Registered Office:
Cheng Guangren (President)	Clarendon House
Qi Liang (Vice President)	2 Church Street
	Hamilton, HM 11
Non-executive Directors:	Bermuda
Li Zhongbao (Chairman)
Lim Toon	Head Office and Principal Place of
Yin Yen-liang	Business in Hong Kong:
Fu Zhiheng	22 Dai Kwai Street
Lim Kian Soon	Tai Po Industrial Estate
He Xing	Tai Po, New Territories
Tseng Ta-mon (alternate director of Yin Yen-liang)	Hong Kong

Independent Non-executive Directors:

Lui King Man

Lam Sek Kong

Cui Liguo

Meng Xingguo

19 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED APPOINTMENT OF NEW AUDITOR

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE NEW SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Monday, 24 May 2021.

*  For identification purpose only

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